To the Shareholders
Your Directors have pleasure in presenting the 33rd Annual Report of Grandeur ProductsLimited (the Company) together with the Audited accounts for the financial year ended 31stMarch 2016.
The performance of your company for the year under review is summarized below:
|Particulars ||31.03.2016 ||31.3.2015 |
|Gross revenue and other income ||1635.19 ||1696.32 |
|Profit before tax ||20.11 ||10.76 |
|Tax Expense ||8.57 ||5.11 |
|Profit after Tax ||11.54 ||5.64 |
The performance of the company should be considered satisfactory for 2015-16. Duringthe financial year 2015-16 turnover stood at Rs. 1635.19 Lakhs compared to Rs. 1696.32Lakhsin the previous year and profit after tax stood Rs. 11.54 Lakhs compared to previousyear Rs. 5.64 Lakhs.
The Board of directors does not recommend any dividend for the year as at 31st March2016.
LISTING OF EQUITY SHARES:
During the year under review securities of the company got listed on BSE Limited on21st July 2015.
INFUSION OF CAPITAL:
During the year under review company has issued 5460000 shares on preferential basisto promoters and non-promoters group.
The Paid-up Equity Share Capital as on 31st March 2016 was Rs. 10.00 Crores comprisingof 10000000 Shares of Rs 10 each.
The shareholders in their meeting held on 19thJune 2014 approved the appointment of M/sRamasamy Koteswara Rao & Co Chartered Accountants (Firm Registration Number010396S)as the Statutory Auditors of the Company to hold office till the conclusion of36th Annual General Meeting subject to ratification of shareholders in every AnnualGeneral Meeting. Accordingly a resolution seeking Members' ratification on appointment ofM/s Ramasamy Koteswara Rao& Co as the Statutory Auditors of the Company for thefinancial year 2016-17 is included at Item No.3 of the Notice convening the Annual GeneralMeeting.
The Audit Report issued by the Statutory Auditors for the financial year ended 31stMarch 2016 forms part of this Report. There are no qualifications reservations oradverse remarks made by the Statutory Auditors which requires explanation or comments fromthe Board.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethere under the Company had appointed M/s P.S. Rao & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended31stMarch 2016. The Secretarial Audit Report issued in this regard is annexed as AnnexureA.
The Auditors' Report and the Secretarial Audit Report for the Financial Year ended 31stMarch 2016 do not contain any qualification reservation adverse remark or disclaimer.
Directors & Key Managerial Personnel
Mrs. Sridevi Dasari (DIN 07512095) was appointed as an Additional Director of theCompany who holds office till the ensuing Annual General Meeting. The Board based on therecommendation of Nomination and Remuneration Committee considered the appointment of Mrs.Sridevi Dasari (DIN 07512095) as an Independent Director subject to approval ofshareholders. Accordingly a resolution seeking approval of shareholders for hisappointment as an Independent Director for a period of five years is included at Item No.4of the Notice convening the Annual General Meeting.
Munnangi Jayaramaprasad (DIN: 03034183) who retires by rotation and being eligibleseeks re-appointment.
All the Independent Directors have given declarations stating that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI Listing Regulations. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and Rules made thereunder and are independent of theManagement.
During the year under review Vijay Kumar Deekonda who is whole time director of theCompany appointed as Chief Financial Officer of the Company w.e.f 30th October 2015.
During the year under review Ms. Sujani Vassireddi resigned from the services of theCompany and Priyanka Kumari appointed as Company Secretary of the Company w.e.f 23rdNovember 2015.
Subsidiaries and Associates
The Company does not have any Subsidiaries Associate or Joint Venture Companies.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: N.A.
RELATED PARTY TRANSACTIONS
During the Financial Year 2015-16 Company has not entered any significant related partytransactionwhich will fall under the scope of related parties of section 188(1) of theCompanies Act 2013. Information on transactions with related parties pursuant to section134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 are givenin Annexure C in Form AOC-2 and forms part of this report.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the financial year 2015-16 the provisions of Section 135 of the Companies Act2013 read with applicable rules related to Corporate Social Responsibility was notapplicable to Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Company i.e ishttp://grandeurproducts.com/index.html.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport. http://grandeurproducts.com/index.html
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2015-16 and of the profit or loss of the Company for thatperiod;
iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv) The annual accounts for the year 2015-16 have been prepared on a going concernbasis.
v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees on the evaluation criteriadefined by Nomination and Remuneration Committee (NRC) for performance evaluation processof the Board its Committees and Directors.
A separate meeting of the independent directors was convened on 26th March 2016 whichreviewed the performance of the Board (as a whole) the non-independent directors and theChairman. Post the Independent directors meeting the collective feedback of each of theIndependent Directors was discussed by the Chairman of the NRC with the Board's Chairmancovering performance of the Board as a whole performance of the nonindependent directorsand performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows -
Performance evaluation of Directors:
Attendance at Board or Committee meetings.
Contribution at Board or Committee meetings.
Guidance/Support to management outside Board or Committee meetings.
Performance evaluation of Board and Committees:
Degree of fulfillment of key responsibilities.
Board structure and composition.
Establishment and delineation of responsibilities to Committees.
Effectiveness of Board processes Information and functioning.
Board culture and dynamics.
Quality of relationship between Board and Management.
Efficiency of Communication with external stakeholders.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out in an "Annexure-D" to this Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return in FormMGT-9 is annexed herewith as Annexure B.
MANAGEMENT DISCUSSION & ANALYSIS:
The Management Discussion and Analysis Report for the year under review is presented ina separate section and forms a part of the Directors' Report.
The provisions of Corporate Governance were not applicable on your company during theFinancial year 201516.
Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statement relates and the date of the report
The Company has increased the Authorised share Capital of the Company from Rs12.00 Crore to Rs 15.00 Crore.
The Company issued and allotted 2000000(Twenty Lakhs) Equity Shares at a Priceof Rs. 20 each (including Premium of Rs.10 each) on a Preferential basis to Promoter andNon Promoter group.
The Company issued and allotted 600000 (Six Lakhs) Secured Redeemable UnlistedNon-Convertible Debentures to Non Promoter group at a price of Rs. 100 each on PrivatePlacement basis.
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Particulars of Employees and Remuneration:
Statement containing information as required under Section197(12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure E.
Your Directors wish to express their gratitude to the central and state governmentinvestors analysts financial institutions banks business associates and customers themedical profession distributors and suppliers for their whole-hearted support. Yourdirectors commend all the employees of your company for their continued dedicationsignificant contributions hard work and commitment.
| ||For and on behalf of the board |
|Date: 12.08.2016 ||Sd/- ||Sd/- |
|Place: Hyderabad ||Vijay Kumar Deekonda ||Munnangi Jayaramaprasad |
| ||Whole Time Director ||Non Executive Director |
| ||DIN:06991267 ||DIN:03034183 |